XTAD(SH:600359) Zheng Quan Zhi Xing·2025-08-11 16:26Core Viewpoint - The document outlines the management system for related party transactions of Xinjiang Tarim Agricultural Comprehensive Development Co., Ltd, emphasizing the legality, necessity, reasonableness, and fairness of such transactions to maintain the company's independence [1]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions include the transfer of resources or obligations between the company and its related parties, which consist of related legal entities and individuals [2][3]. - Related parties include legal entities controlled by the same state asset management agency, provided that certain conditions are met [2]. Group 2: Principles and Approval Process - Related party transactions must adhere to principles of honesty, fairness, and avoidance of conflicts of interest during voting [4]. - Transactions exceeding 300,000 yuan with related individuals or 3 million yuan with related entities require approval from independent directors and must be disclosed [4][5]. Group 3: Disclosure and Reporting Requirements - Transactions over 30 million yuan and constituting more than 5% of the company's latest audited net assets must be approved by the board and submitted to the shareholders' meeting for review [4]. - The company must maintain a list of related parties and update it quarterly, ensuring all relevant departments are informed [3][4]. Group 4: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions involving non-controlling related companies [6]. - Guarantees provided to related parties require approval from a majority of non-related directors and must be disclosed to shareholders [6][7]. Group 5: Framework Agreements and Routine Transactions - The company can enter into framework agreements for routine related party transactions, which must be reviewed and disclosed annually [9][12]. - If the framework agreement's terms change significantly, it must be resubmitted for approval [9]. Group 6: Internal Auditing and Compliance - The board's audit committee is responsible for overseeing internal audits of related party transactions at least biannually [12]. - Each subsidiary must report related party transaction details quarterly, including transaction dates, types, and amounts [13].